Global Anti-Bribery Guidance

A secure or anonymous line hotline forming one of the channels by which an employee or other stakeholder can seek advice and guidance on the interpretation and application of the anti-bribery programme. The advice hotline is often combined with the whistleblowing line.

Anti-money laundering.

Use of covert methods to carry out lobbying such as front organisations, concocted community movements or social media manipulation.

Bidders for a contract collude on deciding which company should win a bid. This is achieved by agreeing on pricing and other components of the bid. Bid rigging can include bid rotation, complementary bidding and cover pricing. Bid rigging can be an offence under cartel or antitrust law if this exists.

An act made in good faith without intent of undue action. The phrase may be used in policies relating to gifts, hospitality or expenses. For instance, the FCPA provides for a ‘reasonable and bona fide business expenditure’ defence) and the FCPA Resource Handbook guides as an example that companies can provide reasonable and bona fide travel and lodging expenses to a foreign official.

A good practice model for corporate anti-bribery policies and programmes developed through a multi-stakeholder process initiated and led by Transparency International. The Business Principles were first published in 2002 and a third edition was published in 2013.

A payment or in-kind benefit gifted to a body having charitable or equivalent status and made without expectation of return.

A policy statement of principles and standards that all company personnel and board members must follow. The code of conduct can be applied to or adapted to cover third parties.

A collaborative and sustained process of cooperation among stakeholders. It increases the impact and credibility of individual action, brings vulnerable individual players into an alliance of like-minded organisations and levels the playing field between competitors. Collective action can complement or temporarily substitute for and strengthen weak local laws and anti-corruption practices (World Bank Institute Guide to Collective Action).

Financial or in kind transaction made for a promotional, reputational or other business objective. The payment or other consideration is made to the rights-holder which may be an organisation or an individual and the company receives contractual rights such as the right to have its name associated with an event, facility or a person.

Where a company in order to win a contract from a public body, agrees to provide a community benefit such as funding an education or medical facility.

A standing subcommittee of the board of directors or a board committee such as the audit or risk committee. It provides oversight for implementation of the company’s compliance policies and procedures.

Also called continual improvement, a gradual never-ending change which is: '... focused on increasing the effectiveness and/or efficiency of an organisation to fulfil its policy and objectives. It is not limited to quality initiatives. Improvement in business strategy, business results, customer, employee and supplier relationships can be subject to continual improvement (The Chartered Quality Institute, UK).

The policies and procedures that help ensure management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the entity's objectives. Control activities occur throughout the organization, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties. (COSO 2013)

A procedure, often combined with a specific policy, on gifts and hospitality, for example, designed to help achieve a control objective.

The way a company strategically contributes voluntarily or acts a catalyst for providing benefits to societies. It can include charitable donations, employee secondments and fundraising, sponsorships with community impacts, training and work placements, small business support and start-ups, educational activities and other activities judged as benefiting societies.

See: Committee of the Sponsoring Organizations of the Treadway Commission.

A way in which a company avoids winning a contract although it feels it necessary to take part in a tender. It does this by submitting a high bid or a form of bid that is unlikely to win the contract. Corruption occurs if the company performs cover pricing in collusion with other companies in bid rigging.

The sole public prosecutor in Scotland – it considers all reports of alleged criminality in Scotland. 

A U.S. federal law enacted in July 2010 that regulates the financial industry by enforcing transparency and accountability and implementing rules for consumer protection. It also includes whistleblowing provisions.

An investigation or audit of a potential business, investment or individual prior to entering into a business agreement or transaction or recruitment or appointment of individuals. Due diligence is an essential part of the anti-bribery programme.

The provision or reimbursement by an enterprise of travel and other related expenses incurred by a third party such as a prospective client or customer, such reimbursement not being part of a contractual agreement. Typically, these are costs of activities such as travel to view a manufacturing plant, benchmark an installation, attend training courses or a conference.

The counterpart of internal communication. It communicates the company’s integrity commitments, tone-from-the-top and its anti-bribery programme to third parties and other stakeholders.

A form of bribery coined in 1988 when the United States Congress amended the Foreign Corrupt Practices Act in 1988 and created an exception for ‘facilitating or expediting payment[s]’ made to foreign officials to expedite or secure the performance of ‘routine governmental actions’. 15 U.S.C. §§78dd-1(b), 78dd-2(b), 78dd-3(b). See the portal guidance on small bribes.

A guide to the U.S. Foreign Corrupt Practices Act (FCPA) published in 2012 by the Criminal Division of the U.S. Department of Justice and the Enforcement Division of the U.S. Securities and Exchange Commission. A revision was issued in 2015 with changes to two sections: Accounting Provisions for Issuers, Subsidiaries, and Affiliates (p. 43) and Criminal Penalties for the anti-bribery provisions (p.68).

Defined in the UK Bribery Act as an individual who holds a legislative, administrative or judicial position of any kind, exercises a public function for or on behalf of a country or territory outside the UK or for any public agency or public company of that country or territory, or is an official or agent of a public international organisation. Unlike the FCPA, under the Bribery Act the term FPO does not include foreign political parties or candidates for foreign political office.

A Code for Crown Prosecutors in the UK to help determine whether to prosecute a case. It has two stages: (i) the evidential stage; followed by (ii) the public interest stage. See more here.

Entertaining including meals, receptions, tickets to entertainment, social or sports events, participation in sporting events, such activities being given or received to initiate,  develop or strengthen relationships. The distinction between hospitality and gifts can blur, especially where the giver of the hospitality does not attend and act as host.

Sometimes referred to as ‘gross risk’, is risk before consideration of the mitigating effect of any controls. Consideration of inherent risk therefore ignores the existence of controls and makes no assumptions about the effectiveness of such controls. See also control risk and residual risk.

A tool developed by Transparency International for preventing corruption in public contracting, comprising an agreement between the government agency offering a contract and the enterprises bidding for it that they will abstain from bribery, collusion and other corrupt practices for the extent of the contract. To ensure accountability, integrity pacts include a monitoring system typically led by civil society groups (Transparency International definition). 

Internal control is a process, effected by an entity’s board of directors, management and other personnel, designed to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting and compliance. (Internal Control – Integrated Framework, Executive Summary, COSO, 2013)

A payment or in-kind bribe given in return for facilitating a commercial transaction such as a contract or a loan. The term kickback describes its most common form where a portion of a contract fee from an awarded contract is returned to the person approving the contract. 

A consultant lobbyist or an in-house lobbyist (an employee who spends a significant proportion of time on lobbying.

An independent director with no material relationship to the company.

OGP was launched in 2011 to provide an international platform for domestic reformers committed to making their governments more open, accountable, and responsive to citizens.  Since then, OGP has grown from 8 countries to 70 participating countries as of 25 November 2016. 

Full disclosure by a company of its holdings: information is reported accessibly to the public by a company on all its subsidiaries, associates and joint ventures, including information about the percentages owned by the parent company, the countries of its incorporation and the countries in which it conducts business.

The dispensation of favours and benefits such as public office, employment, contracts, subsidies, grants, honours by a patron. Patronage is often made to build and retain the support of those who benefit. This can be to retain political office or to exercise informal power.

Financial and in kind gifts donated or transferred to a political party, politician or political candidate. This may include sponsorships, gifts of property or services, advertising or promotional activities endorsing a political party, the purchase of tickets to fundraising events, subscriptions and affiliation fees, money to meet expenses, and loans, property, services and other facilities at less than market value. The release of employees without pay from the employer to undertake political campaigning or to stand for office could also be included in the definition.

Any independent campaign spending on activity that can reasonably be seen as intended to influence who or what people vote for at a poll that is not a political contribution as defined above.

Bribery that takes place between commercial organisations.

The anti-bribery programme should be designed and implemented based on the company’s risk approach (also called ‘risk appetite’) with risks identified through recurring assessments.

A structured communication to stakeholders and commonly made through an annual report or a sustainability or similar report. The opportunity afforded by web reporting is moving public reporting to a continuous reporting process where information is changed dynamically.

Where such engagement is based on values of integrity, legitimacy, accountability and oversight, consistency and transparency.

The possibility that an event will occur and adversely affect the achievement of objectives. Internal Control – Integrated Framework (The Committee of Sponsoring Organizations of the Treadway Commission May 2013)

A systematic and continuing process for identifying and analysing inherent bribery risks to enable assessment of their likelihood and impact on the enterprise’s ability to achieve its commitments and objectives. Within the framework of the risk approach of the enterprise, the results of risks assessments are used to decide the controls to be implemented to mitigate the risks.

The SEC is an independent United States agency and is the primary overseer and regulator of the U.S. securities markets. Enforcement of the FCPA is a high priority area for the SEC.

See Serious Fraud Office.

A transaction where a company makes a payment, in cash or in kind, to associate its name with a rights holder and receives in consideration for the sponsorship fee, rights and benefits such as the use of the rights holder’s name, advertising credits in media, events and publications, use of facilities and opportunities to promote its name, products and services. It is a business transaction and part of promotion and advertising. See also Community sponsorship.

Stakeholders are those groups who affect and/or could be affected by an organisation’s activities, products or services and associated performance. This does not include all those who may have knowledge of or views about an organisation. Organisations will have many stakeholders, each with distinct types and levels of involvement, and often with diverse and sometimes conflicting interests and concerns. (AccountAbility 2015)

A separate legal entity in which the company (the parent or holding company) has a controlling equity interest or exercises a de facto controlling interest, by means such as the right to nominate members of the board of directors and thereby control the board, founder/priority shares, preferred shares, a controlling foundation or other devices.

An inter-governmental commitment plan of action for sustainability for the period up to 2030 made in a UN Resolution in September 2015 signed by all 193 UN Member States.

Transparency International Secretariat.

The way the senior leadership – the chair and CEO as well as board members and senior management – communicate and support by their actions, the enterprise’s commitment to values including openness, honesty, integrity, and ethical behaviour and in particular the anti-bribery programme. 

The company describes publicly its ownership, organisation, structure, its policies its operating procedures, activities and results.